Mergers And Acquisitions
Business Acquisition Funding Methodology
A chronological playbook for underwriting and placing acquisition financing for qualified sponsors, from mandate to funded close.
The goal is simple: predictable signing, decision-grade credit materials, and a funds flow that closes cleanly.
Coverage includes senior debt and revolvers, unitranche, mezzanine and holdco PIK, seller notes and rollovers, preferred equity, and gap solutions for equity shortfalls.
We run a controlled process: one timetable, one document record, one set of numbers, and clear decision points.
Context
Deals fail late when three things collide: (1) incomplete diligence, (2) vague debt terms, and (3) a closing timetable that does not wait.
Our methodology forces early clarity on the numbers, the covenant reality, and the funds flow so the seller gets certainty and the credit committee gets something they can approve.
Scope And Operating Model
What We Cover
Senior term loans and revolvers, unitranche, mezzanine, holdco PIK, seller notes and rollovers, preferred equity, earnouts coordination, and post-close cash control mechanics.
How We Operate
Financely acts as advisor and arranger. Borrowers are typically acquisition SPVs or holding companies.
Workflow is managed through a single document log and a controlled timetable.
Standard Operating Procedure: Five-Step Close
- Mandate.
Engagement executed, retainer received, timetable and data request issued.
- Underwriting.
KYC and sanctions screening, diligence workplan, draft model and covenant frame.
- Term Sheet.
Structure, pricing ranges, security package, CPs, intercreditor outline.
- Allocation And Documents.
Indications collected, lender allocations, drafts negotiated, CP tracker locked.
- Closing.
Funds flow final, escrow and reserves set, documents executed, funding released, reporting cadence starts.
Decision rule:
If the file cannot be defended in front of a credit committee using evidence and clean numbers, it is not ready to market.
Underwriting File
Underwriting is designed to produce a bankable package, not a marketing deck. The file usually includes: QoE scope and findings,
working capital analysis and peg, customer and supplier concentration, legal diligence on contracts and consents, tax and structuring memo,
historical financials with bridges, a model with sensitivities, and a covenant forecast that matches the proposed structure.
Common closing killers:
missing consents, late working-capital disputes, add-backs with no proof, unclear funds flow, and debt terms that do not match the purchase agreement.
Sources And Structures
- Senior Term Loan + Revolver.
First lien, revolver sized to working capital, borrowing base where relevant.
- Unitranche.
Single agreement for speed and coordination, internal economics split among lenders.
- Mezzanine.
Contractual subordination, equity pledges at holdco or borrower, warrants where required.
- Holdco PIK.
Parent-level instrument used to preserve operating cash and bridge valuation.
- Seller Note + Rollover.
Purchase price support with defined standstill and payment blockers.
- Preferred Equity.
Priority distributions with negotiated controls when debt sizing is capped.
Gap Financing Controls
Gap financing is used when equity is short or timing creates a funding mismatch. The point is to protect the timetable without breaking senior credit rules.
Typical Gap Tools
Holdco preferred equity, mezzanine behind senior, short-tenor bridge to a committed refinance, or seller note uplift priced to risk.
Core Controls
Intercreditor terms, blocked accounts where required, reserves, reporting cadence, and a defined exit path with triggers.
Acquisition Mechanics
- Purchase agreement interface.
Conditionality, MAE, leakage, and funds flow must align with credit documents.
- Working capital peg.
Set from historical seasonality and policy, settled via completion accounts or escrow.
- Consents.
Change-of-control and key contracts are reviewed early, with mitigants documented.
- Post-close cash control.
Lockbox or springing cash management with a clear waterfall.
SPV, Security, Intercreditor
The borrower is commonly an acquisition SPV owned by a holding company. Security typically includes share pledges and all-asset liens at the borrower and material subsidiaries, subject to jurisdiction and enforceability.
Intercreditor terms define ranking, standstill, cure rights, payment blockers, enforcement protocol, and cash control mechanics.
Distribution And Bankability
Distribution is targeted to commercial banks, direct lenders, mezz funds, and equity partners that fit ticket size, sector, and jurisdiction.
Indications are collected on a comparable template that captures pricing, covenants, baskets, call protection, MFN, CPs, and required controls.
A transaction is considered bankable when EBITDA quality is evidenced, concentration risks are understood, legal and tax positions are workable, management depth is credible, and documents are internally consistent.
Fees
Retainers fund underwriting, materials, lender engagement, timetable control, and the decision log.
Third-party costs (legal, diligence, insurance underwriting, filings) are paid at cost.
Success fees, if any, are payable at funding as defined in the mandate.
FAQ
Can a deal close with limited equity?
Sometimes. It requires a defensible leverage profile, a documented gap solution behind senior debt with controls, and a clean funds flow.
Seller rollover and a properly drafted earnout can reduce cash equity needs, but lenders rarely size to hypothetical upside.
Will lenders size debt to pro forma synergies?
Rarely at signing. Synergies are usually treated as upside and only recognised later after delivery with evidence.
How is the working capital peg set?
By analysing seasonality and policy over multiple periods, normalising one-off items, and agreeing settlement mechanics through completion accounts or escrow.
Does R&W insurance change the financing?
It can reduce escrow and tighten closing certainty, but underwriter diligence must match the legal and financial diligence record.
Exclusions and retention are reviewed so risk is not unknowingly retained.
What most often delays closing?
Late diligence surprises, missing consents, tax changes, and an incomplete funds flow. If those are controlled early, timelines hold.
Do you guarantee funding?
No. Outcomes depend on credit quality, structure, documentation quality, and market appetite. We work on a best-efforts basis and only proceed where a defendable file can be produced.
Glossary
Borrowing Base.
Availability formula for revolvers against eligible receivables and inventory, net of reserves.
Cash Sweep.
Required application of excess cash to debt service or reserves when tests or triggers apply.
Intercreditor.
Agreement governing ranking, remedies, standstill, and cash control across the stack.
QoE.
Quality of earnings work that validates revenue, margins, and add-backs using evidence.
Disclaimer: This methodology is provided for general information only and does not constitute legal, tax, investment, or regulatory advice.
Financely is not a bank, not a broker-dealer, and not a direct lender.
All work is performed on a best-efforts basis as an arranger and advisor through third-party capital providers and, where required, regulated execution partners.
No funding outcome is guaranteed. Any terms are subject to diligence, lender and investor approvals, definitive documentation, and compliance screening, including KYC, AML, and sanctions.